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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/02/23 AT&T Inc. 8-K:8,9 5/31/23 14:774K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 89K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 197K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 44K 4: EX-5.1 Opinion of Counsel re: Legality HTML 9K 9: R1 Document and Entity Information HTML 148K 12: XML IDEA XML File -- Filing Summary XML 13K 10: XML XBRL Instance -- d489542d8k_htm XML 115K 11: EXCEL IDEA Workbook of Financial Report Info XLSX 12K 6: EX-101.DEF XBRL Definitions -- t-20230531_def XML 81K 7: EX-101.LAB XBRL Labels -- t-20230531_lab XML 147K 8: EX-101.PRE XBRL Presentations -- t-20230531_pre XML 87K 5: EX-101.SCH XBRL Schema -- t-20230531 XSD 38K 13: JSON XBRL Instance as JSON Data -- MetaLinks 25± 38K 14: ZIP XBRL Zipped Folder -- 0001193125-23-159839-xbrl Zip 86K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) i May 31, 2023
i AT&T INC.
(Exact Name of Registrant as Specified in Charter)
| i Delaware | i 001-08610 | i 43-1301883 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| i 208 S. Akard St., i Dallas, i Texas | i 75202 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code i (210) i 821-4105
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)) |
| i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to Section 12(b) of the Act
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| i Common Shares (Par Value $1.00 Per Share) | i T | i New York Stock Exchange | ||
| i Depositary Shares, each representing a 1/1000th interest in a share of 5.000% Perpetual Preferred Stock, Series A | i T PRA | i New York Stock Exchange | ||
| i Depositary Shares, each representing a 1/1000th interest in a share of 4.750% Perpetual Preferred Stock, Series C | i T PRC | i New York Stock Exchange | ||
| i AT&T Inc. 2.500% Global Notes due March 15, 2023 | i T 23 | i New York Stock Exchange | ||
| i AT&T Inc. 2.750% Global Notes due May 19, 2023 | i T 23C | i New York Stock Exchange | ||
| i AT&T Inc. Floating Rate Global Notes due September 5, 2023 | i T 23D | i New York Stock Exchange | ||
| i AT&T Inc. 1.050% Global Notes due September 5, 2023 | i T 23E | i New York Stock Exchange | ||
| i AT&T Inc. 1.300% Global Notes due September 5, 2023 | i T 23A | i New York Stock Exchange | ||
| i AT&T Inc. 1.950% Global Notes due September 15, 2023 | i T 23F | i New York Stock Exchange | ||
| i AT&T Inc. 2.400% Global Notes due March 15, 2024 | i T 24A | i New York Stock Exchange | ||
| i AT&T Inc. Floating Rate Global Notes due March 6, 2025 | i T 25A | i New York Stock Exchange | ||
| i AT&T Inc. 3.550% Global Notes due November 18, 2025 | i T 25B | i New York Stock Exchange | ||
| i AT&T Inc. 3.500% Global Notes due December 17, 2025 | i T 25 | i New York Stock Exchange | ||
| i AT&T Inc. 0.250% Global Notes due March 4, 2026 | i T 26E | i New York Stock Exchange | ||
| i AT&T Inc. 1.800% Global Notes due September 5, 2026 | i T 26D | i New York Stock Exchange | ||
| i AT&T Inc. 2.900% Global Notes due December 4, 2026 | i T 26A | i New York Stock Exchange | ||
| i AT&T Inc. 1.600% Global Notes due May 19, 2028 | i T 28C | i New York Stock Exchange | ||
| i AT&T Inc. 2.350% Global Notes due September 5, 2029 | i T 29D | i New York Stock Exchange | ||
| i AT&T Inc. 4.375% Global Notes due September 14, 2029 | i T 29B | i New York Stock Exchange | ||
| i AT&T Inc. 2.600% Global Notes due December 17, 2029 | i T 29A | i New York Stock Exchange | ||
| i AT&T Inc. 0.800% Global Notes due March 4, 2030 | i T 30B | i New York Stock Exchange | ||
| i AT&T Inc. 3.950% Global Notes due April 30, 2031 | i T 31F | i New York Stock Exchange | ||
| i AT&T Inc. 2.050% Global Notes due May 19, 2032 | i T 32A | i New York Stock Exchange | ||
| i AT&T Inc. 3.550% Global Notes due December 17, 2032 | i T 32 | i New York Stock Exchange | ||
| i AT&T Inc. 5.200% Global Notes due November 18, 2033 | i T 33 | i New York Stock Exchange | ||
| i AT&T Inc. 3.375% Global Notes due March 15, 2034 | i T 34 | i New York Stock Exchange | ||
| i AT&T Inc. 4.300% Global Notes due November 18, 2034 | i T 34C | i New York Stock Exchange | ||
| i AT&T Inc. 2.450% Global Notes due March 15, 2035 | i T 35 | i New York Stock Exchange | ||
| i AT&T Inc. 3.150% Global Notes due September 4, 2036 | i T 36A | i New York Stock Exchange | ||
| i AT&T Inc. 2.600% Global Notes due May 19, 2038 | i T 38C | i New York Stock Exchange | ||
| i AT&T Inc. 1.800% Global Notes due September 14, 2039 | i T 39B | i New York Stock Exchange | ||
| i AT&T Inc. 7.000% Global Notes due April 30, 2040 | i T 40 | i New York Stock Exchange | ||
| i AT&T Inc. 4.250% Global Notes due June 1, 2043 | i T 43 | i New York Stock Exchange | ||
| i AT&T Inc. 4.875% Global Notes due June 1, 2044 | i T 44 | i New York Stock Exchange | ||
| i AT&T Inc. 4.000% Global Notes due June 1, 2049 | i T 49A | i New York Stock Exchange | ||
| i AT&T Inc. 4.250% Global Notes due March 1, 2050 | i T 50 | i New York Stock Exchange | ||
| i AT&T Inc. 3.750% Global Notes due September 1, 2050 | i T 50A | i New York Stock Exchange | ||
| i AT&T Inc. 5.350% Global Notes due November 1, 2066 | i TBB | i New York Stock Exchange | ||
| i AT&T Inc. 5.625% Global Notes due August 1, 2067 | i TBC | i New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
On June 2, 2023, AT&T Inc. (“AT&T”) closed its sale of $2,750,000,000 aggregate principal amount of its 5.400% Global Notes due 2034 (the “Notes”) pursuant to an Underwriting Agreement, dated May 30, 2023 (the “Underwriting Agreement”), between AT&T and BNP Paribas Securities Corp., J.P. Morgan Securities LLC, Santander US Capital Markets LLC and TD Securities (USA) LLC, as the representatives of the several Underwriters named on Schedule II thereto. The Notes were issued pursuant to the Indenture, dated as of May 15, 2013, between AT&T and The Bank of New York Mellon Trust Company, N.A., as trustee. The Notes have been registered under the Securities Act of 1933, as amended (the “Act”), pursuant to a Registration Statement on Form S-3 (No. 333-263192) previously filed with the Securities and Exchange Commission under the Act, as supplemented by a prospectus supplement, dated May 30, 2023, relating to the Notes filed by AT&T on June 1, 2023. Copies of the Underwriting Agreement, the form of Notes and the opinion of the Assistant Vice President – Senior Legal Counsel and Assistant Secretary of AT&T as to the validity of the Notes are filed as exhibits hereto and incorporated herein by reference. AT&T is filing this Current Report on Form 8-K so as to file with the Securities and Exchange Commission certain items that are to be incorporated by reference into its Registration Statement.
On May 31, 2023, AT&T issued a notice for the redemption in full of all of the outstanding $750,000,000 aggregate principal amount of Floating Rate Global Notes due 2024 issued by AT&T on June 12, 2023 (the “Redemption Date”) at a redemption price of 100% plus accrued and unpaid interest to, but excluding, the Redemption Date.
| Item 9.01 | Financial Statements and Exhibits. |
The following exhibits are filed as part of this report:
| (d) | Exhibits |
| 1.1 | Underwriting Agreement, dated May 30, 2023 | |
| 4.1 | Form of 5.400% Global Notes due 2034 | |
| 5.1 | Opinion of Mr. Bryan Hough, Assistant Vice President – Senior Legal Counsel and Assistant Secretary, AT&T Inc., as to the validity of the Notes | |
| 23.1 | Consent of Mr. Bryan Hough, Assistant Vice President – Senior Legal Counsel and Assistant Secretary (included in Exhibit 5.1) | |
| 104 | The cover page from AT&T Inc.’s Current Report on Form 8-K, formatted in Inline XBRL | |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AT&T INC. | ||||||
| Date: June 2, 2023 | By: | /s/ George B. Goeke | ||||
| George B. Goeke | ||||||
| Senior Vice President and Treasurer | ||||||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| 9/4/36 | ||||
| 3/15/35 | ||||
| 11/18/34 | ||||
| 3/15/34 | ||||
| 11/18/33 | ||||
| 12/17/32 | ||||
| 5/19/32 | ||||
| 4/30/31 | ||||
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| 12/17/29 | ||||
| 9/14/29 | ||||
| 9/5/29 | ||||
| 5/19/28 | ||||
| 12/4/26 | ||||
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| 11/18/25 | ||||
| 3/6/25 | ||||
| 3/15/24 | ||||
| 9/15/23 | ||||
| 9/5/23 | ||||
| 6/12/23 | ||||
| Filed on: | 6/2/23 | 4 | ||
| 6/1/23 | 424B2 | |||
| For Period end: | 5/31/23 | 4 | ||
| 5/30/23 | FWP | |||
| 5/19/23 | 25-NSE | |||
| 3/15/23 | 25-NSE | |||
| 5/15/13 | 424B3, 8-A12B, 8-K, EFFECT | |||
| List all Filings | ||||